ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Flagship Tax Exempt Funds Trust
One Dayton Centre
One South Main Street
Dayton, Ohio 45402
2. Name of each series or class of funds for which this notice is
filed:
See Attached - Appendix A
3. Investment Company Act File Number: 811-4263
Securities Act File Number: 2-96544
4. Last day of fiscal year for which this notice is filed: May
31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
( )
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
66,915,611; $729,089,155
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
66,915,611; $729,089,155
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Reinvested shares included in Item #9.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item
10):
$ 729,089,155
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 616,437,091
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ N/A
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
112,652,064
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 0.000345
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$38,845.54
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV) AND
(V) ONLY IF THE FORM IS BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR. SEE
INSTRUCTION C.3.
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S
LOCKBOX DEPOSITORY AS DESCRIBED IN SECTION 3A OF
THE COMMISSION'S RULES OF INFORMAL AND OTHER
PROCEDURES (17 CFR 202.3A).
(X)
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 7/26/96
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Richard P. Davis
________________________________________
Richard P. Davis President
Date: July 29, 1996
By (Signature and Title)* /s/ Michael D. Kalbfleisch
________________________________________
Michael D. Kalbfleisch Secretary
Date: July 29, 1996
* Please print the name and title of the signing officer
below the signature.
Appendix A
(INSERT TO QUESTION No. 2)
Flagship Alabama Double Tax Exempt Fund
Flagship All-American Tax Exempt Fund
Flagship Arizona Double Tax Exempt Fund
Flagship Arkansas Double Tax Exempt Fund
Flagship California Double Tax Exempt Fund
Flagship Colorado Double Tax Exempt Fund
Flagship Connecticut Double Tax Exempt Fund
Flagship Florida Double Tax Exempt Fund
Flagship Florida Intermediate Tax Exempt Fund
Flagship Florida Limited Term Tax Exempt Fund
Flagship Georgia Double Tax Exempt Fund
Flagship Indiana Double Tax Exempt Fund
Flagship Insured Intermediate Tax Exempt Fund
Flagship Insured Limited Term Tax Exempt Fund
Flagship Insured Tax Exempt Fund
Flagship Intermediate Tax Exempt Fund
Flagship Iowa Tax Exempt Fund
Flagship Kansas Triple Tax Exempt Fund
Flagship Kentucky Triple Tax Exempt Fund
Flagship Kentucky Limited Term Municipal Bond Fund
Flagship Limited Term Tax Exempt Fund
Flagship Louisiana Double Tax Exempt Fund
Flagship Maryland Double Tax Exempt Fund
Flagship Michigan Triple Tax Exempt Fund
Flagship Michigan Internediate Tax Exempt Fund
Flagship Michigan Limited Term Tax Exempt Fund
Flagship Minnesota Double Tax Exempt Fund
Flagship Missouri Double Tax Exempt Fund
Flagship Nebraska Double Tax Exempt Fund
Flagship New Jersey Double Tax Exempt Fund
Flagship New Jersey Intermediate Tax Exempt Fund
Flagship New Jersey Limited Term Tax Exempt Fund
Flagship New Mexico Double Tax Exempt Fund
Flagship New York Tax Exempt Fund
Flagship New York Intermediate Tax Exempt Fund
Flagship New York Limited Term Tax Exempt Fund
Flagship North Carolina Double Tax Exempt Fund
Flagship Ohio Double Tax Exempt Fund
Flagship Ohio Intermediate Tax Exempt Fund
Flagship Ohio Limited Term Tax Exempt Fund
Flagship Oklahoma Tax Exempt Fund
Flagship Oregon Double Tax Exempt Fund
Flagship Pennsylvania Triple Tax Exempt Fund
Flagship Rhode Island Double Tax Exempt Fund
Flagship Short Term Tax Exempt Fund
Flagship South Carolina Double Tax Exempt Fund
Flagship Tennessee Double Tax Exempt Fund
Flagship Texas Tax Exempt Fund
Flagship Texas Intermediate Tax Exempt Fund
Flagship Texas Limited Term Exempt Fund
Flagship U.S. Territories Tax Exempt Fund
Flagship Utah Double Tax Exempt Fund
Flagship Virginia Double Tax Exempt Fund
Flagship Washington Double Tax Exempt Fund
Flagship Wisconsin Double Tax Exempt Fund
July 29, 1996
Flagship Tax Exempt Funds Trust
One Dayton Centre,
One South Main Street
Dayton, Ohio 45402
Re: Filing of Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Flagship
Tax Exempt Funds Trust (the "Company"), a voluntary
association with transferable shares organized and
existing under and by virtue of the laws of the
Commonwealth of Massachusetts (a "Massachusetts Business
Trust"), in connection with the filing of a Rule 24f-2
Notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") making definite
registration of an aggregate of 66,915,611 shares of
beneficial interest without par value (the "Shares"), in
the series of the funds listed on the Notice and on
Appendix A thereto for the fiscal year ended May 31, 1996.
In connection with the foregoing, we have
examined the originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Declaration of
Trust of the Company dated March 8, 1985, and as amended
and restated as of September 3, 1992 and April 21, 1995
(the "Declaration of Trust"); (ii) the By-Laws of the
Company; (iii) the Registration Statement of the Company
on Form N-1A (Commission File No. 2-96544) relating to
the Shares filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act") and the
Investment Company Act of 1940, as amended (the "1940
Act"); (iv) certain resolutions adopted by the Board of
Trustees of the Company and furnished to us by the
Company relating to the issuance and sale of the Shares
and furnished to us by the Company; and (v) such other
agreements, documents, certificates and other records as
we have deemed necessary or appropriate as a basis for
the opinion set forth herein.
In such examination we have assumed the legal
capacity of natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals
of such copies. As to any facts material to this opinion
which were not independently established, we have relied
on statements or representations of officers of the
Company or others.
Members of our firm are admitted to the bar of
the Commonwealth of Massachusetts, and we express no
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of the Shares
by the Company have been validly authorized and, assuming
certificates therefor have been duly executed and
delivered or the shareholders' accounts have been duly
credited and the Shares represented thereby or so
credited have been fully paid for according to the
provisions of the prospectus relating to the Shares, such
Shares are, subject to the statements set forth below
regarding the liability of a shareholder of a
Massachusetts Business Trust, validly issued, fully paid
and nonassessable.
Pursuant to certain decisions of the Supreme
Judicial Court of Massachusetts, shareholders of a
Massachusetts Business Trust may, under certain
circumstances, be assessed or held personally liable as
partners for the obligations of the trust. Even if the
Company were held to be a partnership, however, the
possibility of the holders of Shares incurring personal
liability for financial loss appears remote because (i)
Section 5.1 of the Declaration of Trust contains an
express disclaimer of liability of shareholders of the
Company for the obligations of the Company and Section
5.5 requires that a recitation of such disclaimer be
included in every written obligation, contract,
undertaking, instrument, certificate or security made or
issued by the trustees of the Company, or by any officer,
employee or agent of the Company and (ii) Section 5.1
provides that the Company shall indemnify and hold each
shareholder of the Company harmless from and against all
claims and liabilities to which such shareholder may
become subject by reason of being or having been a
shareholder.
We hereby consent to the filing of this opinion
with the Notice. In giving our consent, we do not
thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
